Common use of Additional Compensation in Certain Circumstances Clause in Contracts

Additional Compensation in Certain Circumstances. If the introduction of or any change in, or any change in the interpretation or application of, any Law, regulation or guideline by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law): (i) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, the Bank, (ii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, the Bank or (B) otherwise applicable to the obligations of the Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, with respect to this Agreement or the issuance of the Letter of Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the Bank's or such controlling Person's capital, taking into consideration the Bank's or such controlling Person's policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the time) by an amount which the Bank deems to be material, the Bank may from time to time notify the Account Party of the amount determined in good faith (using any averaging and attribution methods) by the Bank (which determination shall be conclusive) to be necessary to compensate the Bank for such increase, reduction or imposition. Such amount shall be due and payable by the Account Party to the Bank five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.

Additional Compensation in Certain Circumstances. If Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the introduction of Closing Date, any Law, guideline, or any change in, interpretation or any change in the any Law, guideline, or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Committed Loans or the Bid Loans or payments by the Borrower of principal, interest, fees, or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such Bank), (ii) imposes, modifies modifies, or deems applicable any reserve, special deposit deposit, or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank,, or (iiiii) imposes, modifies modifies, or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits letters of credit, other credits, or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank under this Agreement, or, (iiiiv) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, with respect to this Agreement Agreement, or the issuance making, maintenance, or funding of any part of the Letter of Credit Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the any Bank's or such controlling Personits holding company's capital, taking into consideration the such Bank's or such controlling Personholding company's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its sole discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the such Bank (which determination shall be conclusive) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income, additional expense, or impositionreduced rate of return. Such notice shall set forth in reasonable detail the calculation determining the basis for such determination. Such amount shall be due and payable by the Account Party Borrower to the such Bank five twenty (20) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If the introduction of any Law, guideline or any change in, interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Revolving Credit Notes, the Revolving Credit Loans or payments by any Borrower of principal, interest, or other amounts due from any Borrower hereunder or under the Revolving Credit Notes (except for taxes on the net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank,, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, or its parent with respect to this Agreement Agreement, the Revolving Credit Notes or the issuance making, maintenance or funding of any part of the Letter of Revolving Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the Bank's capital of any Bank or such controlling Person's capitalits parent, taking into consideration the such Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its sole discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrowers and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the such Bank (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrowers, jointly and severally, to the such Bank five ten (10) Business Days after such notice is given. For purposes of this Section 5.06(a), together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to in calculating the amount due and necessary to compensate such Bank for any such increase in cost, reduction of income or additional expense, such Bank shall calculate the amount payable under to it in a manner consistent with the manner in which it shall calculate similar compensation payable to it by other borrowers in the industry of the Borrowers having provisions in their credit agreements comparable to this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder5.06(a).

Additional Compensation in Certain Circumstances. If the introduction of any Law or any change in, guideline or any change in the interpretation or application of, any Law, regulation or guideline thereof by any Official Body Governmental Authority charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body Governmental Authority (whether or not having the force of law):) now existing or hereafter adopted: (ia) subjects the Lender to any tax or changes the basis of taxation with respect to this Agreement, the Revolving Credit Note or the Revolving Credit Loans or payments by the Borrower of principal, interest, commitment fee or other amounts due from the Borrower hereunder or under the Revolving Credit Note (except, in each case, for taxes on the overall net income or overall gross receipts of the Lender imposed by the jurisdictions (federal, state and local) in which the Lender's principal office is located), (b) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, the BankLender, (iic) imposes, modifies or deems applicable any capital adequacy or similar requirement (Ai) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, the Bank Lender, or (Bii) otherwise applicable to the obligations of the Bank Lender under this Agreement, or (iiid) imposes upon the Bank Lender any other condition or expense with respect to this Agreement or the issuance Revolving Credit Note or its making, maintenance or funding of the Letter of any Revolving Credit (other than with respect to TaxesLoan, which shall be governed exclusively by Section 2.13 hereof)or any security therefor, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the Bank or, in the case of clause (iiic) hereof, any Person controlling the BankLender, with respect to this Agreement or the issuance Revolving Credit Note or the making, maintenance or funding of the Letter of any Revolving Credit Loan (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the BankLender's or such controlling Person's capital, taking into consideration the BankLender's or such controlling Person's policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the Bank Lender deems to be material, the Bank Lender may from time to time notify the Account Party Borrower of the amount determined in good faith (using any averaging and attribution methods) by the Bank Lender (which determination shall be conclusive) to be necessary to compensate the Bank Lender for such increase, reduction or imposition. Such amount shall be due and payable by the Account Party Borrower to the Bank Lender five (5) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two (2) Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank Lender as to the amount due and payable under this Section 2.12 2.08 from time to time and the method of calculating such amount shall be conclusive. The Bank Lender agrees that it will use good faith efforts to notify the Account Party Borrower of the occurrence of any event that would give rise to a payment under this Section 2.122.08; provided, however thathowever, so long as such notice is given within a reasonable period after the occurrence of such event, that any failure of the Bank Lender to give any such notice shall have no effect on the Account Party’s Borrower's obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, ------------------------------------------------------ Reserves, Capital Adequacy Requirements, Expenses, Etc. If the introduction of any Law, guideline ------------------------------------------------------ or any change in, interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank,, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of under any of the foregoing clauses (i), (ii) or (iii) is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, with respect to this Agreement Agreement, the Notes or the issuance making, maintenance or funding of any part of the Letter of Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the any Bank's or such controlling Person's capital, taking into consideration the such Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its sole discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the such Bank (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrower to the such Bank five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.

Additional Compensation in Certain Circumstances. If the introduction of or any change in, or any change in the interpretation or application of, any Law, regulation or guideline by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law): (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Letters of Credit or payments by the Account Parties of fees or other amounts due from the Account Parties hereunder or under the other Transaction Documents (except for taxes on the overall net income or overall gross receipts of such Bank imposed by the jurisdictions (federal, state and local) in which the Bank's principal office is located), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, assets (funded or contingent) of, deposits with or for the account of, other acquisitions of funds by, the such Bank, (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, the any Bank or (B) otherwise applicable to the obligations of the any Bank under this Agreement, or (iiiiv) imposes upon the any Bank any other condition or expense with respect to this Agreement or the issuance of the any Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof)Credit, and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the a Bank, with respect to this Agreement or the issuance of the any Letter of Credit (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the such Bank's or such controlling Person's capital, taking into consideration the such Bank's or such controlling Person's policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the time) by an amount which the such Bank deems to be material, the such Bank may from time to time notify the Account Party Parties of the amount determined in good faith (using any averaging and attribution methods) by the such Bank (which determination shall be conclusive) to be necessary to compensate the such Bank for such increase, reduction or imposition. Such amount shall be due and payable by the any applicable Account Party to the such Bank five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the such Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Each Bank agrees that it will use good faith efforts to notify the Account Party Parties of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the such Bank to give any such notice shall have no effect on the Account Party’s Parties' obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, ------------------------------------------------------- Reserves, Capital Adequacy Requirements, Expenses, Etc. If the introduction of any Law, guideline ------------------------------------------------------- or any change in, interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank,, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of under any of the foregoing clauses (i), (ii) or (iii) is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, with respect to this Agreement Agreement, the Notes or the issuance making, maintenance or funding of any part of the Letter of Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the any Bank's or such controlling Person's capital, taking into consideration the such Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its sole discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the such Bank (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrower to the such Bank five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If the introduction of any Law, guideline or any change in, interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects the Bank to any tax or changes the basis of taxation with respect to this Agreement, the Revolving Credit Note, the Revolving Credit Loans or payments by any Borrower of principal, interest, or other amounts due from any Borrower hereunder or under the Revolving Credit Note (except for taxes on the net income of the Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the Bank,, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank Bank, or (B) otherwise applicable to the obligations of the Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, or its parent with respect to this Agreement Agreement, the Revolving Credit Note or the issuance making, maintenance or funding of any part of the Letter of Revolving Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the Bank's capital of the Bank or such controlling Person's capitalits parent, taking into consideration the Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the Bank in its sole discretion deems to be material, the Bank may shall from time to time notify the Account Party Borrowers of the amount determined in good faith (using any averaging and attribution methods) by the Bank (which determination shall be conclusive) to be necessary to compensate the Bank for such increase, reduction or imposition. Such amount shall be due and payable by the Account Party to the Bank five Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.in

Additional Compensation in Certain Circumstances. 4.6.1. Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If the introduction of any Law, guideline or any change in, interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law): Law) of any central bank or other Official Body: (i) subjects any Lender to any tax or changes the basis of taxation (including in both cases withholding taxes) with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such Lender), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the Bank, any Lender, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against A)against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Lender, or (B) otherwise B)otherwise applicable to the obligations of the Bank any Lender under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, Lender with respect to this Agreement Agreement, or the issuance making, maintenance or funding of any part of the Letter of Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the Bank's or such controlling Personany Lender's capital, taking into consideration the Banksuch Lender's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the Bank such Lender in its sole discretion deems to be material, the Bank may such Lender shall from time to time notify the Account Party Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the Bank (which determination shall be conclusive) such Lender to be necessary to compensate the Bank such Lender for such increaseincrease in cost, reduction of income, additional expense or impositionreduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination, provided however, that any such determination shall be conclusive and binding absent manifest error. Such amount shall be due and payable by the Account Party Borrower to the Bank five such Lender ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If the introduction of any Law, guideline or any change in, interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof thereof, or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees or other amounts due from the Borrower hereunder or under the Notes (except for taxes, including any franchise tax, on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank,, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, by or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, with respect to this Agreement Agreement, the Notes or the issuance making, maintenance or funding of any part of the Letter of Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the any Bank's or such controlling Person's capital, taking into consideration the such Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its sole discretion deems to be material, the such Bank may from time to time notify the Account Party Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the such Bank (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall be delivered within one (1) year of such Bank becoming aware of the increased costs or reduced return and shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrower to the such Bank five ten (10) Business Days after such notice is given. Each Bank agrees to use its reasonable efforts, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate request of the Borrower, to make, fund or maintain any affected Euro-Rate Loans through another lending office of the Bank if as a result thereof the amount payable to such Bank under this Section in respect of such Loans would be materially reduced, but only to the extent not inconsistent with such Bank's internal policies and not otherwise materially adversely affecting such Bank or such Bank's Loans, as determined by the Bank as to in its sole discretion, and provided the amount due and payable under this Section 2.12 from time to time and the method of calculating Borrower pays all reasonable expenses incurred by such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunderin using another lending office.

Additional Compensation in Certain Circumstances. 5.6.1. Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If the introduction of any Law, guideline or any change in, interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Loans or payments by the Borrower of principal, interest, Facility Fees, 364-Day Facility Fees, Letter of Credit Fees or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank or any lending office of any Bank,, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank or any lending office of any Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, or its lending office with respect to this Agreement or the issuance making, maintenance or funding of any part of the Letter of Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the any Bank's or such controlling Person's capital, taking into consideration the such Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its reasonable discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the such Bank (which determination shall be conclusive) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income, additional expense or impositionreduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrower to the such Bank five Business Days thirty (30) days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, ----------------------------------------------------------------- Capital Adequacy Requirements, Expenses, Etc.. If the introduction of any Law, guideline or any change in, --------------------------------------------- interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body official body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other official body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Note, the Loans or payments by the Borrower of principal, interest, commitment fees, or other amounts due from the Borrower hereunder or under the Note (except for taxes on the overall net income of such Bank), imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank,, or (ii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank under this Agreement, orand (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, with respect to this Agreement Agreement, the Note or the issuance making, maintenance or funding of any part of the Letter of Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the any Bank's or such controlling Person's capital, taking into consideration the such Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its reasonable discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethod employed in good faith) by the such Bank (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrower to the such Bank five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, ------------------------------------------------------ Reserves, Capital Adequacy Requirements, Expenses, Etc.. If the introduction of any Law, ------------------------------------------------- guideline or any change in, interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body official body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other official body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, commitment fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank,, or (ii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank under this Agreement, orand (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, with respect to this Agreement Agreement, the Notes or the issuance making, maintenance or funding of any part of the Letter of Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the any Bank's or such controlling Person's capital, taking into consideration the such Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its reasonable discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethod employed in good faith) by the such Bank (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrower to the such Bank five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.

Additional Compensation in Certain Circumstances. If 4.5.1. Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the introduction of date hereof, any Law, guideline or any change in, interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank,, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, with respect to this Agreement Agreement, the Notes or the issuance making, maintenance or funding of any part of the Letter of Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the any Bank's or such controlling Person's capital, taking into consideration the such Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its sole discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the such Bank (which determination shall be conclusive) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income, additional expense or impositionreduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrower to the such Bank five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.

Additional Compensation in Certain Circumstances. 5.6.1. Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If the introduction of any Law, guideline or any change in, interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Loans or payments by the Borrower of principal, interest, Facility Fees, 364-Day Facility Fees, Letter of Credit Fees or other amounts due from the Borrower hereunder (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank or any lending office of any Bank,, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank or any lending office of any Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, or its lending office with respect to this Agreement or the issuance making, maintenance or funding of any part of the Letter of Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the any Bank's or such controlling Person's ’s capital, taking into consideration the such Bank's or such controlling Person's ’s customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its reasonable discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the such Bank (which determination shall be conclusive) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income, additional expense or impositionreduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrower to the such Bank five Business Days thirty (30) days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.

Additional Compensation in Certain Circumstances. If 4.5.1 Increased Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If, after the introduction of date hereof, any Law, guideline or any change in, interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank or any Lending Office of any Bank,, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank or any Lending Office of any Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, or its Lending Office with respect to this Agreement Agreement, the Notes or the issuance making, maintenance or funding of any part of the Letter of Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the any Bank's or such controlling Person's capital, taking into consideration the such Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its sole discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the such Bank (which determination shall be conclusive) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income, additional expense or impositionreduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrower to the such Bank five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If the introduction of any Law, guideline or any change in, -44- 52 interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, Commitment Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank,, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of under any of the foregoing clauses (i), (ii) or (iii) is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, with respect to this Agreement Agreement, the Notes or the issuance making, maintenance or funding of any part of the Letter of Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the any Bank's or such controlling Person's capital, taking into consideration the such Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its sole discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the such Bank (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrower to the such Bank five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, --- ------------------------------------------------------- Reserves, Capital Adequacy Requirements, Expenses, Etc. If the introduction of any Law, guideline ------------------------------------------------------ or any change in, interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank,, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of under any of the foregoing clauses (i), (ii) or (iii) is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, with respect to this Agreement Agreement, the Notes or the issuance making, maintenance or funding of any part of the Letter of Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the any Bank's or such controlling Person's capital, taking into consideration the such Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its sole discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the such Bank (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrower to the such Bank five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If the introduction of any Law, guideline or any change in, interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Revolving Credit Notes, the Revolving Credit Loans or payments by any Borrower of principal, interest, or other amounts due from any Borrower hereunder or under the Revolving Credit Notes (except for taxes on the net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank,, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, or its parent with respect to this Agreement - 41 - 88 Agreement, the Revolving Credit Notes or the issuance making, maintenance or funding of any part of the Letter of Revolving Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the Bank's capital of any Bank or such controlling Person's capitalits parent, taking into consideration the such Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its sole discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrowers and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the such Bank (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrowers, jointly and severally, to the such Bank five ten (10) Business Days after such notice is given. For purposes of this Section 5.06(a), together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to in calculating the amount due and necessary to compensate such Bank for any such increase in cost, reduction of income or additional expense, such Bank shall calculate the amount payable under to it in a manner consistent with the manner in which it shall calculate similar compensation payable to it by other borrowers in the industry of the Borrowers having provisions in their credit agreements comparable to this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder5.06(a).

Additional Compensation in Certain Circumstances. 5.6.1 Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. -------------------------------------------------------------------------- If the introduction of any Law, guideline or any change in, interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrowers of principal, interest, Commitment Fees, or other amounts due from the Borrowers hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank,, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, with respect to this Agreement Agreement, the Notes or the issuance making, maintenance or funding of any part of the Letter of Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the any Bank's or such controlling Person's capital, taking into consideration the such Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its sole discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrowers and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the such Bank (which determination shall be conclusive) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income, additional expense or impositionreduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrowers to the such Bank five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.

Additional Compensation in Certain Circumstances. (a) Increased Costs or Reduced Return Resulting From Taxes, ------------------------------------------------------- Reserves, Capital Adequacy Requirements, Expenses, Etc. If the introduction of any Law, guideline or any change in, ------------------------------------------------------- interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Loans or payments by the Borrower of principal, interest, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank,, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of under any of the foregoing clauses (i), (ii) or (iii) is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, with respect to this Agreement Agreement, the Notes or the issuance making, maintenance or funding of any part of the Letter of Credit Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the any Bank's or such controlling Person's capital, taking into consideration the such Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its sole discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrower and the Administrative Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the such Bank (which determination shall be conclusiveconclusive absent manifest error) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income or impositionadditional expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrower to the such Bank five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.

Additional Compensation in Certain Circumstances. 5.5.1 Increased Costs or Reduced Return Resulting From Taxes, Reserves, Capital Adequacy Requirements, Expenses, Etc. If the introduction of any Law, guideline or any change in, interpretation or any change in the any Law, guideline or interpretation or application of, any Law, regulation or guideline thereof by any Official Body charged with the interpretation or administration thereof or compliance with any request or directive of any applicable Official Body (whether or not having the force of law):Law) of any central bank or other Official Body: (i) subjects any Bank to any tax or changes the basis of taxation with respect to this Agreement, the Notes, the Committed Loans or the Bid Loans or payments by the Borrower of principal, interest, Facility Fees, or other amounts due from the Borrower hereunder or under the Notes (except for taxes on the overall net income of such Bank), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against credits or commitments to extend credit extended by, or assets (funded or contingent) of, deposits with or for the account of, or other acquisitions of funds by, the any Bank,, or (iiiii) imposes, modifies or deems applicable any capital adequacy or similar requirement (A) against assets (funded or contingent) of, or letters of credit, other credits or commitments to extend credit extended by, the Bank any Bank, or (B) otherwise applicable to the obligations of the any Bank under this Agreement, or (iii) imposes upon the Bank any other condition or expense with respect to this Agreement or the issuance of the Letter of Credit (other than with respect to Taxes, which shall be governed exclusively by Section 2.13 hereof), and the result of any of the foregoing is to increase the cost to, reduce the income receivable by, or impose any expense (including loss of margin) upon the any Bank or, in the case of clause (iii) hereof, any Person controlling the Bank, with respect to this Agreement Agreement, the Notes or the issuance making, maintenance or funding of any part of the Letter of Credit Committed Loans or the Bid Loans (or, in the case of any capital adequacy or similar requirement, to have the effect of reducing the rate of return on the any Bank's or such controlling Person's capital, taking into consideration the such Bank's or such controlling Person's customary policies with respect to capital adequacy so long as such policies are reasonable in light of prevailing market practice at the timeadequacy) by an amount which the such Bank in its sole discretion deems to be material, the such Bank may shall from time to time notify the Account Party Borrower and the Agent of the amount determined in good faith (using any averaging and attribution methodsmethods employed in good faith) by the such Bank (which determination shall be conclusive) to be necessary to compensate the such Bank for such increaseincrease in cost, reduction of income, additional expense or impositionreduced rate of return. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Account Party Borrower to the such Bank five ten (10) Business Days after such notice is given, together with an amount equal to interest on such amount from the date two Business Days after the date demanded until such due date at the Prime Rate. A certificate by the Bank as to the amount due and payable under this Section 2.12 from time to time and the method of calculating such amount shall be conclusive. The Bank agrees that it will use good faith efforts to notify the Account Party of the occurrence of any event that would give rise to a payment under this Section 2.12; provided, however that, so long as such notice is given within a reasonable period after the occurrence of such event, any failure of the Bank to give any such notice shall have no effect on the Account Party’s obligations hereunder.